The population of children in the United States who require English as a second language (ESL) instruction increases every year. Among this diverse group of learners, which now exceeds four million, are learning disabled students. Their evaluation for special education services presents significant challenges to ESL, general education, and special education instructors. The fact that ESL students have continued to be heavily overrepresented in special education programs is testament to the need for a clearer understanding of the factors that educators must consider prior to referring an ESL student for special education services. Literature on the subject fails to adequately define what a teacher needs to know about second language acquisition prior to referring an ESL student to special education. This article explores this gap in the literature in terms of pronunciation, syntax, and semantics. The discussion addresses the areas of overlap between the struggles of ESL students and students with learning disabilities, where teachers might identify these overlaps, and how these observations can be recorded. The article concludes with tips for creating a classroom that is conducive to second language acquisition (SLA).